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2025-208-E-Economic Dev-Capitol Holding Company-Advertising
Revised 01/24 1 [Departmental Use Only] TITLE Capitol B FY 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 5th day of May, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Capitol Holding Company, Inc. dba Capitol B, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Uproar Advertising ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. iv) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. v) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Exhibits 1 and 2 4. Duration of Services Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Revised 01/24 3 a. Term. The term of this Agreement shall be from June 1, 2025 to August 23, 2025. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be June 1, 2025. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty Thousand and 00/100 Dollars ($20,000.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Laurie Paolicelli) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Revised 01/24 4 County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project caused in whole or in part by the gross negligence or misconduct of the Provider except to the extent same are caused by the gross negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Revised 01/24 5 the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Revised 01/24 6 part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Revised 01/24 7 j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Laurie Paolicelli/CHOCVB Capitol B P.O. Box 8181 2619 Western Blvd Hillsborough, NC 27278 Raleigh, NC 27606 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ Laney Tipton, General Manager Capitol B Printed Name and Title Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 5/19/20255/22/2025 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Capitol Holding Company, Inc Vendor Contact Person: Liz Kline Phone: 336-803-1881 Address: 2619 Western Blvd City Raleigh State: NC Zip: 27606 Department: EconDev/Visitors Bureau Amount: $20,000.00 Purpose: Advertising Budget Code(s): 37600520-600000 Vendor # Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 06/01/2025 End Date 08/31/2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 5/19/2025 5/21/2025 5/21/2025 5/22/2025 Capitol B + Chapel Hill Tourism Advertising Scope Client Name: Chapel Hill Tourism Date Delivered: May 5, 2025 Project Time Range: July-August 2025 Project Name: Uproar Art Festival Capitol B is excited to partner with Chapel Hill Tourism to promote the Uproar Festival of Public Art, July 14th- August 23rd, 2025 The goal of our support is to: 1.Increased attendance 2.Increase event awareness across North Carolina Capitol B’s support of Chapel Hill Tourism for the Uproar Festival includes: Targeted Digital Advertising Capitol B will execute a 3-4 week strategic advertising campaign meant to increase event attendance. Tactics and impression allocation for this advertising campaign can include: Tactic Description & Impression Estimates WRAL.com Adhesions 500,000 Impressions WRAL.com Display 100,000 Impressions WRAL.com Super Billboard One (1) WRAL.com homepage super billboard days WRAL Weather App Sponsorship 5% share of voice for the month of August Impression allocation estimates and tactics may shift as the Capitol B team optimizes your Scope Details Project Summary Project Description Exhibit 1Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 campaign for the best results possible and depending upon the timing of signature/ inventory availability. Interactive Landing Page Enhancements Addition of interactive elements on the Uproar Landing Page, including: ● Interactive map of Chapel Hill and the Uproar Festival of Art bus route ● Digital Sculpture Voting Mechanism ● (1) one round of review These interactive capabilities are meant to help visitors find installations, offer a sculpture voting capability, and promote dining, shopping, playing, and staying in Chapel Hill while visiting for the Uproar Festival of Art. Spotlight Article One (1) sponsored content piece highlighting the Uproar Festival of Art. The article topic will be agreed upon in collaboration with Capitol B and Chapel Hill Tourism. Each sponsored content piece includes: ● A content hub to gather all Chapel Hill articles in one place with a dedicated URL. ● 500,000 article headline impressions ● Chapel Hill Tourism will provide Capitol B with all creative assets. ● All assets to follow the Chapel Hill Tourism brand guidelines. ● Capitol B will provide a campaign report following the completion of the project. ● Chapel Hill Tourism will provide target audience insights as available and needed for digital targeting. ● Chapel Hill Tourism to implement interactive elements with embedded codes provided by Capitol B. ● Chapel Hill Tourism will provide Capitol B with two contacts for sponsored content quotes. ● Chapel Hill Tourism to provide ticket sales data ● Chapel Hill Tourism will provide timely feedback on key milestones with a 5-business-day turnaround window. ● Multiple team members are welcome to provide feedback, however, Chapel Hill Tourism will identify one (1) dedicated decision maker for asset approval. They will be the primary point of contact throughout the project. June 2025 Project Kick-Off Call Assumption Timeline Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Creative received from Chapel Hill Tourism Digital Inventory reserved Landing Page interactive elements reviewed Spotlight Article Writing to begin July 2025 Advertising begins Spotlight Article Approved + Launched Landing Page interactive element approved + launched August 2025 Advertising completed Final Campaign Report provided by the end of August After thoughtful scoping and collaborative discussion, the client cost reflects the work Capitol B will provide to ensure the needs of the client are met. Total Cost: $20,000 Note: Scope expires 30 days after presentation. Once activated, we reserve the right to rescope any projects that go dormant for more than 30 days. Client Terms & Conditions Terms & Conditions of Sales on Credit Client Name Client Signature Date Capitol B Name Capitol B Signature Date Cost Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Updated: June 19, 2024 CLIENT TERMS AND CONDITIONS: CAPITOL B CREATIVE STUDIOS We’re glad you’re here. CBC New Media Group, LLC d/b/a Capitol B Creative Studios (“Capitol B”) provides a range of digital marketing and creative services for businesses (collectively, “Services”). We look forward to working with you. Please read through the Client Terms and Conditions (the “Client Terms”) carefully, combined with your signed scope of work (the “SOW” and collectively the “Agreement”), this Agreement details the (a) Services Client is purchasing; (b) costs for the Services; (c) due date for payment; (d) timeframe for deliverables; and (e) other relevant details of the Service, and will govern the terms of the relationship between your company (“Client”) and Capitol B. 1.Project Services (the “Deliverables”) can include: Deliverable Description/Explanation Discovery Includes a variety of research activities, from client meetings to focus groups, surveys and/or stakeholder interviews. Written Content Includes written content (i.e. website, campaign copy, and other assets requiring written content); can also include sponsored content, referred to as “Spotlight” content. Brand Development Creative concepting, logo design and other examples of how to bring your brand to life. Can also include a brand and style guide. Information is often gathered during Discovery. Marketing Strategy A strategic recommendation to promote your brand’s needs. Commonly includes a media plan, a “go-to-market” strategy, to get your brand to your target audience. Video Production Full video production can include concepting, scripting, pre-production, on-site shoots, post-production, final completed video and any associated final `cut downs’, which are shorter versions of the full video. Other video production service options can use existing footage, stock imagery, voiceover and text on screen. Video Production does not include rights to raw video, which may be purchased separately by the Client. Digital Advertising - ONSITE Advertising would run on our WRAL owned and operated properties. Advertising could include, but is not limited to, display, video, and sponsorships. Digital Advertising - OFFSITE Advertising would run on a third party (or third parties). Can includes, but is not limited to, CBCAN display, pre-roll, CTV, PPC and social media advertising. Exhibit 2Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Creative Design Services Creative Services can include display ads, deliverables for printing, internal or external assets Website Development Includes creating a full landing page for your existing website, or we can build you a website. Website Maintenance Can provide maintenance and/or updates to your existing website. This is done via a monthly allocation of hours. Unused hours do not roll over to the next month. Interactive Hub This service targets an engaging user experience through a collection of content for use on your website. Content can include Spotlight. Agency Services Can include a variety of agency of record (“AOR”) services as needed, including account management and project management. Agency Services are billed to Client as a monthly retainer for time associated with activities. Media Buying We will place your advertising on various media outside of WRAL digital properties (social media, tv, radio, PPC, and print.) Such buys include a 15% media buying agency fee. 2. Client Responsibilities/Timelines. In addition to other responsibilities detailed herein, Client will: a. Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project. b. Designate in writing a person who has complete authority to represent the Client, make the Client's decisions, receive information, and relay instructions. c. Review all Deliverables from Capitol B and communicate requested adjustments in writing within thirty (30) days of receipt. Client will be deemed to have approved said Deliverables if no response is received. d. Respond to Capitol B’s requests for input and/or Client Content in writing within thirty (30) days, to not delay the Deliverables. Client will be deemed to have given Capitol B final say on said Deliverables if no response is received. e. Share access to Client Content (defined below) as required for Capitol B to provide the Services. 3. Project Deadlines. It’s critical that both Client and Capitol B meet deadlines established under this Agreement, as such the following applies: a. If Client does not provide required feedback within thirty (30 days) of Capitol B’s request, Capitol B reserves the right to require an Agreement addendum that will include both new timeframes for the Deliverables, and related additional expenses Client will be charged as a result of the change in timeframe (an “Addendum”). b. If Client requires work outside of what’s detailed in the SOW, an Addendum will be required. c. Both parties must agree to the terms of the Addendum, and acknowledge that it is limited in scope, only applying to the terms it details. All other terms of the Agreement remain in effect . d. Capitol B will consider any request for an Addendum, but approval is at the sole discretion of Capitol B. Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 4. Payment Terms. Fees and payment terms are detailed in the SOW. a. Should Client fail to make payment on time, Client is subject to a finance charge of 1.5% per month on any outstanding balance. b. In the event of early termination, Client is liable for all outstanding invoices for Services rendered as of the effective date of termination. Payment is due within thirty (30) days of the invoice date. c. All payments due are in U.S. dollars and exclude any taxes, which will be the sole responsibility of Client. 5. Cancellation. See the applicable cancellation policies below. Terms vary based on the Deliverables purchased by Client: Deliverable Cancellation Terms Discovery Noncancellable Written Content Noncancellable Brand Development Noncancellable Marketing Strategy Noncancellable Video Production Noncancellable Digital Advertising - ONSITE Cancellable with thirty (30) days advance written notice to Capitol B. Digital Advertising - OFFSITE Cancellable with thirty (30) days advance written notice to Capitol B. Creative Services Creative Services that are in production are Non- cancellable. Creative Services that have been Scoped but are not yet in production can be cancelled with 30 days advance written notice to Capitol B. Website Development Noncancellable Website Maintenance Cancellable with thirty (30) days advance written notice to Capitol B. Interactive Hub Noncancellable Agency Services Cancellable with thirty (30) days advance written notice to Capitol B. Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Media Buying Advertising buys on WRAL non-digital properties (TV, Radio): require thirty (30) days advance written notice to cancel. Advertising buys on outside media: Termination will depend on the Terms and Conditions of where the media is placed. These termination requirements will be communicated in writing to the Client before the media buy. a. Either party may terminate the Agreement with thirty (30) days prior written notice if the other party is in material breach of its obligations under the Agreement and such breach has not been cured within the thirty (30) day notice period. 6. Deliverables: Client Responsibilities. a. Client Approval. Client is responsible for final approval of Deliverables and acknowledges and agrees that Capitol B is not liable for (a) typographical errors, incorrect insertions, or omissions in a published Ad; or (b) the failure to publish an Ad because of circumstances outside of the control of Capitol B. b. Client Content. Client is solely responsible for ensuring that all content supplied to Capitol B (e.g. interviews Client conducted, industry data, research, imagery, video footage) (the “Client Content”) is complete, accurate, does not infringe on another’s copyright and complies with applicable laws. Client is solely liable for all claims and damages relating to the Client Content. Client understands and acknowledges that there is no guarantee that further modifications can be made to the Client Content after it has been delivered to Capitol B. c. Keywords. Capitol B will have discretion to select the individual words or phrases (“Keywords”) used in any search engine marketing. Client may request the use of certain Keywords, and while Capitol B will use reasonable efforts to use Client’s requested Keywords, Capitol B makes no guarantees to their use. To the extent that Capitol B uses Keywords of its choosing, it is under no obligation to disclose such Keywords to Client. To the extent that Client elects to use keywords that include the names of its competitors or trademarked terms (“Competitor Keywords”), Client does so at its own risk and acknowledges and agrees that it bears all liability associated with such action, and hereby agrees to fully indemnify Capitol B and its affiliates for any such use. Without limiting the foregoing, Client further acknowledges that Capitol B may, at any time and in its sole discretion, remove Competitor Keywords, but will not have the obligation to do so. d. Client Website. i. Website Hosting. It is solely the Client's responsibility to identify, engage and manage a third-party hosting provider for the Client’s website. ii. Domain Maintenance. Unless otherwise expressly stated in the SOW, Client, not Capitol B, is responsible for renewing Client’s domain and paying the domain hosting company. iii. Privacy Considerations. Client must post a privacy policy on its website and comply with said terms. The privacy policy must reflect all applicable laws and should not contain any terms that are inconsistent with, or otherwise restrict Capitol B from performing its Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 obligations hereunder. To the extent that Client’s website collects personally identifiable information, Client’s privacy policy must permit the transmission of such information through third-party provider sites. If Client is purchasing Services that incl ude targeted display ads, Client is obligated to ensure that its privacy policy permits user targeting and tracking and permits the transmission of any resulting non-individually identified data about such users to third parties. Client hereby agrees, at its own expense, to fully defend, indemnify, and hold harmless Capitol B and its affiliates for any liability, cost or damages incurred by Capitol B or its affiliates due to failure of Client’s privacy policy to comply with the foregoing requirements or with any applicable law. iv. Client Data. From time to time during the Term, Client will need to provide certain information (the “Client Data”) to Capitol B, which Client hereby authorizes Capitol B to input into one or more third-party web-based marketing platforms. Capitol B will only use such information in connection with the fulfillment of the Services and as otherwise permitted by this Agreement. 7. Third-Party Service Providers. Capitol B may use third-party service providers to support and/or supply some or all of the technology, platforms, content or other products in connection with the Services. Some third-party service providers may require Client to accept independent term s and conditions. Capitol B will let Client know when this applies. 8. Online Advertising and Listing Services. Capitol B works with online properties affiliated with CBC New Media Group (e.g. WRAL.com) (the “WRAL Properties”) as well as third-party websites (the “Publisher” or “Publishers”) to publish marketing content (the “Ads”). Capitol B will determine, in its sole discretion, on which Publisher the Ads will run during the Campaign. Capitol B guarantees targeting Client’s desired audiences on the WRAL Properties. Capitol B does not operate or control any third-party Publisher, and therefore cannot guarantee when or where Ads will be displayed by those Publishers. When applicable, Client and Capitol B will be bound by AAAA/IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, Version 3.0, as amended by the Addendum to the AAAA/IAB Standard Terms posted here. 9. Agency. Client represents and warrants that when purchasing advertising on behalf of another company (the “Authorizing Company”), Client is authorized by that company to act as its agent in all respects relating to this Agreement, including, without limitation, making elections or giving consent. Client affirms the Authorizing Company is aware of, and agrees to be bound by, this Agreement and, as applicable, any relevant third-party terms. Client and the Authorizing Company will be jointly and severally liable for fulfillment of Client’s obligations under this Agreement, including all payment obligations. 10. License. During the term of this Agreement, Client hereby grants to Capitol B and Publisher a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit: (a) any Deliverables created hereunder in accordance with the terms of this Agreement; (b) the Client Content; and (c) any copyright and/or trademarks provided by Client, to the extent necessary for Capitol B to perform the Services and Deliverables contemplated by this Agreement. Except as set forth in Subsection 6 above, title to and ownership of all intellectual property rights of all Client Content will remain with Client or its third -party licensors and upon termination of this Agreement, Capitol B will promptly destroy o r return such property to Client. In addition, Client agrees that Capitol B may, during the term of this Agreement Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 and thereafter, include Client’s name (including any trade name, trademark, service mark and logo) and any Ad provided hereunder, on Capitol B’s customer list, and in its marketing materials, sales presentations and the WRAL Properties. Capitol B may, as part of the Deliverables, create an Ad, modify an Ad provided by Client, modify other Client Content, or provide other Deliverables. With respect to any Deliverables, Capitol B retains ownership of the design elements of the Ad and/or content, excluding any Client Content, trade name, trademark, service mark or logo of Client. Capitol B hereby grants to Client a non-exclusive, royalty-free, worldwide license to use the Deliverables. 11. Client Representations; Warranties and Covenants. Client is solely responsible for any liability arising out of or relating to any Ad, trademark or Client Content provided by Client hereunder and any material to which users can link to through such Ad including, without limitation, any third-party content contained therein (“Linked Content”). Client represents, warrants and covenants that the trademarks, Client Content, and Linked Content, and any portion thereof, do not and will not: (a) infringe on Capitol B’s or any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Client further represents, warrants, and covenants that the product or service that is being (or will be) promoted via Capitol B, including any Ad and Linked Content, is: (x) lawful and (y) not the subject of any ongoing investigation by any local, s tate, or federal regulatory or quasi-regulatory authorities. 12. Indemnification. Client will indemnify, defend and hold harmless Capitol B, the Publisher and their respective subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees, their successors and assigns from and again st any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by Client or anyone using Client’s account. Capitol B reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client. If Capitol B does assume the defense of such a matter, Client will reasonably cooperate with Capitol B in such defense. Client will not enter any settlement or compromise any such claim that would result in any liability to, or any admission of wrongdoing by any indemnified person or entity without Capitol B’s prior written consent. 13.Confidentiality. Client will not disclose Confidential Information (defined below) to any third party (other than Client’s employees and representatives who are made aware of and agree to this restriction) without Capitol B’s prior written consent. “Confidential Information” means information about Capitol B, its suppliers, business, products, technologies, strategies, financial information, operations, or activities that is proprietary and confidential, including, without limitation, all financial, technical and any other information which, from all the relevant circumstances, should reasonably be assumed to be confidential and proprietary. Confidential Information will not include information that (a) becomes publicly known other than by a breach of this provision; (b) is received without restriction from a non -party free to disclose it; and/or (c) is developed independently by Client without reference to the Confidential Information. In addition, information, whether or not Confidential Information, may be disclosed by Client as may be required Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 by applicable law, rule, regulation, or lawful process, provided that, Client, to the extent permitted by applicable law, rule, regulation, or lawful process, first notifies Capitol B in order to permit Capitol B to seek reasonable protective arrangements. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of this Agreement without the prior written consent of the other party. 14. DISCLAIMER OF WARRANTIES. ALL SERVICES PERFORMED HEREUNDER ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OR GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION. CAPITOL B DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITH REGARD TO SERVICES, CAPITOL B WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES; (ii) CLAIMS RELATING TO BREACH OF INTELLECTUAL PROPERTY LAWS OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM CLIENT’S ACCESS TO OR USE OF THE SERVICES; (iv) UNAUTHORIZED ACCESS TO OR USE OF CAPITOL B’S SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES; OR (viii) MATTERS BEYOND ITS REASONABLE CONTROL. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CAPITOL B AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, AT ANY TIME IN THE PAST OR FUTURE, FROM USE OF ANY THIRD-PARTY WEBSITE, CONTENT, SERVICE OR PRODUCT. 15. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (i) CLIENT’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (ii) CLIENT’S CONFIDENTIALITY OBLIGATIONS; AND (iii) CLIENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL CAPITOL B’S CUMULATIVE, AGGREGATE LIABILITY TO CLIENT OR ANY THIRD PARTY EXCEED THE NET AMOUNTS RECEIVED BY CAPITOL B HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, CAPITOL B WILL BE PERMITTED, IN ITS SOLE DISCRETION, TO CAUSE THE PLACEMENT OF “MAKE-GOOD” ADVERTISING, PROVIDED THAT, SUCH “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED. 16. Prohibition on Certain Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to Client. To the extent Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 Capitol B may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Capitol B’s liability will be the minimum permitted under such law. 17. Timing of Claims. Client agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose or be forever barred. 18. Acknowledgement. Each party acknowledges that the other party has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties. 19. Third Party Beneficiaries. Client acknowledges and agrees that the Publisher is an intended third-party beneficiary of Sections 6, 10, 11, 12 and 15. 20. Updates to Client Terms and Conditions. From time to time, Capitol B may update the Client Terms and Conditions. The modified Terms are effective immediately when posted here https://capitolbcreative.com/client-terms-conditions/. Your continued use of the Services after an update constitutes your acceptance of such changes or modifications. 21. Miscellaneous. a. Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of the State of North Carolina without giving effect to conflict of law rules or principles. If a dispute arises with respect to the terms of this Agreement, Client agrees that the exclusive and sole venue for the resolution will be a court of competent jurisdiction in North Carolina and further agrees to submit to the jurisdiction of the same. b. Entire Agreement/Amendment. This Agreement (which includes any related SOW) sets forth the entire agreement of the parties and supersedes all prior oral or written agreements or understandings between the parties as to the subject matter hereof. c. Notices. Any written notices to Capitol B required under this Agreement will be provided by registered mail with proof of delivery or by overnight courier, signature required, to Capitol B Creative Studios, 2619 Western Blvd. Raleigh, NC 27606, Attn: General Couns el with a copy sent by email to notices@wral.com. Notices will be deemed delivered upon actual receipt of hard copy as evidenced by signature proof of delivery. d. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. All provisions of this Agreement that by their sense or nature should survive termination of the Order (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) will survive. e. Assignment. Client may not assign this Agreement without the prior written consent of Capitol B. Capitol B may assign this Agreement in whole or in part to any affiliate or to a party that acquires all or substantially all of the assets or business to which this Agre ement relates. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, joint administrators and permitted assigns. Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 f. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employee -employer relationship is intended or created by this Agreement. g. Force Majeure. Neither party will have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal o r illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party. Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/5/2025 Marsh &McLennan Agency LLC 2301 Sugar Bush Road Suite 600 Raleigh NC 27612 Kinsey Davis 919-532-3636 macertrequest@marshmma.com Vigilant Insurance Company 20397 CAPITHOLDI Federal Insurance Company 20281CapitolHoldingCompanyInc.etal CBC New Media Group,LLC dba WRAL Digital Post Office Box 12800 Raleigh NC 27605 Chubb Indemnity Insurance Company 12777 Great Northern Insurance Company 20303 305404128 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X Y 37105916 1/1/2025 1/1/2026 2,000,000 Deductible 50,000 D 1,000,000 X Y 74997189 1/1/2025 1/1/2026 B X 20,000,000 X 78180259 1/1/2025Y 1/1/2026 20,000,000 X 0 C X N Y 71713481 1/1/2025 1/1/2026 1,000,000 1,000,000 1,000,000 Orange County,its officers,agents and employees are designated as additional insureds if required per written contract. Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8